UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 20, 2023, Aditxt, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor, pursuant to which the Company agreed to sell to such investor pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,585,350 shares of common stock of the Company (the “Common Stock”) at a purchase price of $1.219 per Pre-Funded Warrant. The Pre-Funded Warrants (and shares of common stock underlying the Pre-Funded Warrants) were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-257645), which was declared effective by the Securities and Exchange Commission on July 13, 2021.
Concurrently with the sale of the Pre-Funded Warrants, pursuant to the Purchase Agreement in a concurrent private placement, for each Pre-Funded Warrant purchased by the investor, such investor received from the Company an unregistered warrant (the “Warrant”) to purchase two shares of Common Stock. The warrants have an exercise price of $0.86 per share, and are exercisable for a three year period.
The closing of the sales of these securities under the Purchase Agreement took place on April 24, 2023.
The gross proceeds from the offering were approximately $1.9 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.
The Warrants and the shares issuable upon exercise of the Warrants were sold without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
On March 27, 2023, the Company entered into an engagement agreement with H.C. Wainwright & Co., LLC, as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as placement agent on a reasonable “best efforts” basis in connection with the above offering. The Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.75% of the gross proceeds from the sale of securities in this offering and a management fee equal to 0.5% of the gross proceeds raised in this offering. The Company also agreed to issue the Placement Agent a warrant (the “Placement Agent Warrant”) to purchase up to 95,121 shares at an exercise price of $1.525 per share, and to reimburse the Placement Agent up to $40,000 for fees and expenses of legal counsel and other out-of-pocket expenses, up to $25,000 for non-accountable expenses and a $15,950 clearing fee.
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Pursuant to the terms of the Purchase Agreement and subject to certain exceptions as set forth in the Purchase Agreement, from the date of the Purchase Agreement until thirty (30) days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents. In addition, until the one (1) year from the date of this Agreement, the Company is prohibited from entering into a Variable Rate Transaction (as defined in the Purchase Agreement), provided that the Company shall be permitted to enter into and utilize an at-the-market offering facility with a registered broker dealer as selling agent commencing thirty (30) days following the closing of the offering.
The foregoing description of the Purchase Agreement, Pre-Funded Warrant, Warrant, Placement Agent Warrant and Waiver Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Pre-Funded Warrant, form of Purchase Agreement, form of Warrant, and form of Placement Agent Warrant, copies of which are filed as Exhibits 4.1, 10.1, 4.2, and 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
The legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the securities is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclose under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.
The Warrants and Placement Agent Warrants, and the shares issuable upon exercise of the Warrants and Placement Agent Warrants, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), of the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.
Item 8.01 Other Events.
On April 20, 2023, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
On April 24, 2023, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Pre-Funded Warrant | |
| 4.2 | Form of Warrant | |
| 4.3 | Form of Placement Agent Warrant | |
| 5.1 | Sheppard, Mullin, Richter & Hampton LLP Legal Opinion. | |
| 10.1 | Form of Securities Purchase Agreement. | |
| 99.1 | Press release dated April 20, 2023. | |
| 99.2 | Press release dated April 24, 2023. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADITXT, INC. | ||
| Date: April 24, 2023 | By: | /s/ Amro Albanna |
| Amro Albanna | ||
| Chief Executive Officer | ||
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